SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section 240.14a-
12
PATRICK INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PATRICK INDUSTRIES, INC.
1800 SOUTH 14TH STREET
P.O. BOX 638
ELKHART, INDIANA 46515
219-294-7511
------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2000
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Patrick
Industries, Inc., an Indiana corporation, will be held at the Company's Patrick
Metals Division offices, 5020 Lincolnway East, Mishawaka, Indiana, on Tuesday,
May 16, 2000 at 10:30 a.m., Mishawaka time, for the following purposes:
1. To elect three directors of the Company to serve until 2003.
2. To consider and transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 17, 2000,
as the record date for the determination of the holders of shares of the
Company's outstanding Common Stock entitled to notice of and to vote at the
Annual Meeting of Shareholders. Each shareholder is entitled to one vote per
share on all matters to be voted on at the meeting.
Whether or not you expect to attend the meeting, you are urged to sign,
date, and return the enclosed proxy in the enclosed envelope.
By Order of the Board of Directors,
KEITH V. KANKEL
SECRETARY
April 10, 2000
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHICH
REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS
HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
<PAGE>
PATRICK INDUSTRIES, INC.
1800 SOUTH 14TH STREET
P.O. BOX 638
ELKHART, INDIANA 46515
219-294-7511
---------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2000
-------------------------------
This Proxy Statement is being mailed to shareholders of Patrick Industries,
Inc. (the "Company") on or about April 10, 2000, and is furnished in connection
with the Board of Directors' solicitation of proxies for the Annual Meeting of
Shareholders to be held on May 16, 2000 for the purpose of considering and
acting upon the matters specified in the Notice of Annual Meeting of
Shareholders accompanying this Proxy Statement. If the form of proxy which
accompanies this Proxy Statement is executed and returned, it may be revoked by
the person giving it at any time prior to the voting thereof by written notice
to the Secretary, by delivery of a later dated proxy or by requesting to vote in
person at the meeting. Additional solicitations, in person or by telephone or
telegraph, may be made by certain directors, officers and employees of the
Company without additional compensation. Expenses incurred in the solicitation
of proxies, including postage, printing and handling, and actual expenses
incurred by brokerage houses, custodians, nominees, and fiduciaries in
forwarding documents to beneficial owners, will be paid by the Company.
The Annual Report to shareholders for the year ended December 31, 1999,
accompanies this Proxy Statement. Additional copies of the Annual Report may be
obtained by writing the Secretary of the Company.
VOTING INFORMATION
Each shareholder is entitled to one vote for each share of the Company's
Common Stock held as of the record date. For purposes of the meeting, a quorum
means a majority of the outstanding shares. As of the close of business on March
17, 2000, the record date for shareholders entitled to vote at the annual
meeting, there were outstanding 5,273,266 shares of Common Stock, entitled to
one vote each. In determining whether a quorum exists at the meeting, all shares
represented in person or by proxy will be counted. A shareholder may, with
respect to the election of directors, (i) vote for the election of all named
director nominees, (ii) withhold authority to vote for all named director
nominees or (iii) vote for the election of all named director nominees other
than any nominee with respect to whom the shareholder withholds authority to
vote by so indicating in the appropriate space on the proxy. Proxies properly
executed and received by the Company prior to the meeting and not revoked will
be voted as directed therein on all matters presented at the meeting. In the
absence of a specific direction from the shareholder, proxies will be voted for
the election of all named director nominees.
The Directors are elected by a plurality of the votes cast by shares
present in person or by proxy at the Annual Meeting and entitled to vote.
Withholding authority to vote in the election of Directors will have no effect
on any matter at the Annual Meeting. Any other matter which may properly come
before the meeting will be approved if the votes cast favoring the action exceed
the votes cast opposing the action. Broker non-votes will have no effect on any
matter at the Annual Meeting.
The Board of Directors knows of no other matter which may come up for
action at the meeting. However, if any other matter properly comes before the
meeting, the persons named in the proxy form enclosed will vote in accordance
with their judgment upon such matter.
<PAGE>
Shareholder proposals for inclusion in proxy materials for the next Annual
Meeting should be addressed to the Company's Secretary, P.O. Box 638, Elkhart,
Indiana 46515, and must be received no later than December 11, 2000. In
addition, the Company's By-laws require notice of any other business to be
brought before a meeting by a shareholder (but not included in the proxy
statement) to be delivered to the Company's Secretary, together with certain
prescribed information, not less than 20 nor more than 50 days prior to such
meeting. Likewise, the Articles of Incorporation and By-laws require that
shareholder nominations to the Board of Directors be delivered to the Secretary,
together with certain prescribed information, not less than 20 no more than 50
days prior to a meeting at which directors are to be elected.
STOCK OWNERSHIP INFORMATION
The following table sets forth, as of the record date, information
concerning the only parties known to the Company having beneficial ownership of
more than 5 percent of its outstanding Common Stock and information with respect
to the stock ownership of all directors and executive officers of the Company as
a group.
<TABLE>
NUMBER OF
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
------------------------------------ ----- --------
<S> <C> <C>
Mervin D. Lung . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 975,286 18.50%
Chairman of the Company
P.O. Box 638
Elkhart, Indiana 46515
Dimensional Fund Advisors, Inc. . . . . . . . . . . . . . . . . . . . . . 371,442 7.04%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
FMR Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 528,100 10.01%
82 Devonshire Street
Boston, Massachusetts 02109
Heartland Advisors, Inc. . . . . . . . . . . . .. . . . .. . . . . . . . 766,600 14.54%
790 North Milwaukee Street
Milwaukee, Wisconsin 53202
Directors and Executive Officers as a group (10 persons) . . . . . . . . 1,233,536 23.39%(1)
- ---------
(1) The stock ownership of the executive officers named in the Summary
Compensation Table is set forth under the heading "Election of Directors",
except for R. Lynn Brandon who owns no shares.
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that certain
of the Company's officers, its directors and 10% shareholders file with the
Securities and Exchange Commission and Nasdaq an initial statement of beneficial
ownership and certain statements of changes in beneficial ownership of Common
Stock of the Company. Based solely on its review of such forms received by the
Company and written representation from the directors and officers that no other
reports were required, the Company is unaware of any instances of noncompliance,
or late compliance, with such filings during the fiscal year ended December 31,
1999.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, with the members of
each class serving staggered three-year terms. Accordingly, at the 2000 Annual
Meeting three directors will be elected to hold office until the 2003 Annual
Meeting or until their successors are duly elected and qualified.
It is intended that the proxies will be voted for the nominees listed
below, unless otherwise indicated on the proxy form. It is expected that these
nominees will serve, but, if for any unforeseen cause any such nominee should
decline or be unable to serve, the proxies will be voted to fill any vacancy so
arising in accordance with the discretionary authority of the persons named in
the proxies.
The following information concerning principal occupations and the number
of shares of Common Stock of the Company owned beneficially as of March 17,
2000, has been furnished by the nominees and directors continuing in office:
<TABLE>
COMMON PERCENT
FIRST STOCK OF
YEAR OF THE COMMON
PRINCIPAL OCCUPATION ELECTED COMPANY STOCK
NAME AND AGE AND OTHER DIRECTORSHIPS DIRECTOR OWNED(1) OWNED
------------ ----------------------- -------- -------- -----
Nominees to Serve Until the 2003 Annual Meeting:
- ------------------------------------------------
<S> <C> <C> <C> <C>
Thomas G. Baer, 68 . . . . . Retired Vice President of Operations, 1970 9,008 less
from 1975 through 1998. than
1%
Merlin D. Knispel, 68 . . . . Retired Vice President and Chief 1985 30,300 less
Operating Officer of Vitco, Inc. than
(porcelain enameler), from 1986 1%
through 1997.
David D. Lung, 52 . . . . . . .President (Chief Operating Officer) 1977 75,556 1.43%
since 1989. Son of Mervin D. and
Dorothy M. Lung.
Directors to Serve Until the 2002 Annual Meeting:
- -------------------------------------------------
<S> <C> <C> <C> <C>
Dorothy M. Lung, 73 . . . . Vice President and Director of Gano 1986 39,600 less
Plywood, Inc. (construction than
materials), wife of Mervin D. Lung 1%
and mother of David D. Lung
Robert C. Timmins, 78 . . . Vice President and Director of 1987 39,300 less
a Musical Instrument Company and than
CPA and Partner of McGladrey & 1%
Pullen (certified public accountants)
until 1985.
Terrence D. Brennan, 61 . . Retired President and CEO of NBD Bank, - - 7,000 less
Elkhart, IN, from 1973 to 1997. than
1%
<PAGE>
COMMON PERCENT
FIRST STOCK OF
YEAR OF THE COMMON
PRINCIPAL OCCUPATION ELECTED COMPANY STOCK
NAME AND AGE AND OTHER DIRECTORSHIPS DIRECTOR OWNED(1) OWNED
------------ ----------------------- -------- -------- -----
Directors to Serve Until the 2001 Annual Meeting:
- -------------------------------------------------
<S> <C> <C> <C> <C>
Keith V. Kankel, 57 . . . . . .Vice President of Finance since 1987 1977 16,686 less
and Secretary-Treasurer since 1974. than
1%
Mervin D. Lung, 77 . . . . . . Chairman (Chief Executive Officer) in 1961 975,286 18.5%
1989, President since incorporation
in 1961 until 1989, husband of Dorothy
M. Lung and father of David D. Lung.
John H. McDermott, 68 . . . . President of John H. McDermott, P.C., 1969 29,000 less
a partner in the Chicago, Illinois than
law firm of McDermott, Will & Emery, 1%
which firm has been retained by the
Company since 1968 for certain legal
matters.
Harold E. Wyland, 63 . . . . . Retired Vice President of Sales, 1989 11,800 less
from 1990 through 1998. than
1%
- - - - - - - -
(1) Each individual has sole voting and dispositive power over the shares
indicated.
</TABLE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION SECURITIES
---------------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) (1) COMPENSATION ($)(2)
- --------------------------- ---- ---------- --------- --------------- -------------------
<S> <C> <C> <C> <C> <C>
Mervin D. Lung 1999 243,436 146,393 50,000 850
Chairman and CEO 1998 235,903 192,806 850
1997 219,408 168,862 665
David D. Lung 1999 238,443 167,664 50,000 850
President and COO 1998 198,965 192,806 850
1997 182,853 168,862 665
Keith V. Kankel 1999 148,413 146,393 20,000 850
Vice President of Finance 1998 143,461 192,806 850
1997 127,955 168,862 665
R. Lynn Brandon(3) 1999 77,885 63,214 0 0
Vice President of Operations
- - - - - - - - - -
(1) The options are for a term of six years and become exercisable at the rate
of 25% per year at the end of the first year, at $14.75 per share.
(2) Company contributions to 401(k) Savings Plan.
(3) Mr. Brandon became an employee of the Company in May , 1999 and was
appointed Vice President in August, 1999.
</TABLE>
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
% OF TOTAL
OPTIONS POTENTIAL
GRANTED REALIZABLE
OPTIONS TO EXERCISE EXPIRATION VALUE
GRANTED EMPLOYEES PRICE DATE 5% 10%
------- --------- ----------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Mervin D. Lung . . . . . . . . . 50,000 14.2% $14.75 07/08/2006 250,500 569,000
David D. Lung . . . . . . . . . . 50,000 14.2% $14.75 07/08/2006 250,500 569,000
Keith V. Kankel . . . . . . . . . 20,000 5.7% $14.75 07/08/2006 100,200 227,600
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FY- OPTIONS AT FY-
END (#) END ($)*
EXERCISABLE / EXERCISABLE /
NAME NONEXERCISABLE NONEXERCISABLE
- ---- --------------
Mervin D. Lung . . . . . . . . . . . . 10,000/50,000 $0/0
David D. Lung . . . . . . . . . . . . 10,000/50,000 $0/0
Keith V. Kankel . . . . . . . . . . . 10,000/50,000 $0/0
- - - - - - -
* Market value of the underlying stock at exercise date or year-end as the case
may be, minus the exercise price of the options.
Under the Company's 1987 Stock Option Program, the Company may grant to key
employees (including employees who may also be officers and directors, as long
as they do not serve on the committee overseeing the administration of the
Program) stock options that may either be incentive stock options or
non-qualified stock options, related stock appreciation rights and stock awards.
In 1999, Mervin D. Lung and David D. Lung were granted 50,000 share options and
Keith Kankel was granted a 20,000 share option. The options vest 25% per year
and are for $14.75 per share.
The executive officers of the Company have deferred compensation agreements
which provide that the Company will pay each of these employees or their
beneficiaries 60% of their base salary for 120 months upon retirement (if the
employee continues in the employ of the Company until the age of 65) or upon the
employee's death or total disability, up to a maximum of $102,000 per year for
Mervin D. Lung, $82,000 per year for David D. Lung, and $72,000 per year for
Keith V. Kankel. The cost of these agreements is being funded with insurance
contracts purchased by the Company
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors has an Audit Committee comprised of Terrence D.
Brennan, Merlin D. Knispel and Robert C. Timmins, who are not employees of the
Company, and Mervin D. Lung and Keith V. Kankel, who are employees of the
Company. The Audit Committee's responsibilities include recommending to the
Board of Directors the independent accountants to be employed for the purpose of
conducting the annual examination of the Company's financial statement,
discussing with the independent accountants the scope of their examination,
reviewing the Company's financial statements and the independent accountants'
report thereon with Company personnel and the independent accountants, and
inviting the recommendations of the independent accountants regarding internal
controls and other matters. The Audit Committee met four times during 1999.
The Board of Directors also has a Stock Option Committee, comprised of John
H. McDermott, Terrence D. Brennan, and Robert C. Timmins. The Stock Option
Committee met three times in 1999.
<PAGE>
The Board of Directors also has a Compensation Committee which met four
times in 1999 and their actions are described on the following pages of this
Proxy Statement.
The Board of Directors had seven regular and two telephonic meetings in
1999 and all directors attended at least seven meetings. Non-employee directors
are paid $600 for each meeting they attend. Employee directors receive no
compensation as such. On a bi-annual basis in May, each non-employee director is
automatically granted a restricted stock award for 6,000 shares of the Company's
Common Stock which will vest upon such director's continued service as a member
of the Board of Directors for two years or earlier upon certain events.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report of the Compensation Committee and the following Performance
Graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
OVERVIEW
The Committee policy is to design compensation programs for salaries,
incentive bonus programs, other benefits, and long-term incentive programs for
all key executives, including the officers named in the Summary Compensation
Table. The goals and objectives of the Committee are to attract and retain top
quality management employees and ensure that an appropriate relationship exists
between executive pay and the creation of shareholder value. The criteria used
to determine the compensation of the Chief Executive Officer will also be used
in determining compensation for the other officers. The Committee will also
receive the recommendation of the Chief Executive Officer regarding the
compensation of the other officers.
Federal tax law imposes a $1 million limit on the tax deduction for certain
executive compensation payments. Because the compensation paid to any executive
office is significantly below the $1 million threshold, the Compensation
Committee has not yet had to address the issues relative thereto.
SALARIES
The executive salaries are reviewed annually. The Committee sets executive
salaries based on competitive market levels, experience, individual and company
performance, levels of responsibility, and pay practices of other companies
relating to executives of similar responsibility. The Committee considered the
compensation levels of executives at comparable companies and fixed the
compensation for the CEO and other executive officers at levels approximating
the midrange of such companies. The Committee includes in its consideration
comparable companies listed in the CRSP Index for lumber and wood products and
other in building products industries. See "Performance Graph."
ANNUAL INCENTIVE
The Company provides an annual bonus plan for executive officers that gives
them the opportunity to earn additional compensation based on the performance of
the Company. The Chief Executive Officer and the other officers share in this
program to achieve certain bonus amounts based on various levels of
profitability of the Company. In 1999, a bonus pool of $523,664 was divided
among all executive officers. The basis for this bonus pool in 1999 was 4.1
percent of the Company's 1999 income before taxes.
<PAGE>
STOCK OPTIONS
On an ongoing bases the Company has used stock options as a long-term
incentive program for executives and key employees. The Stock Option Committee
of the Board granted options in 1994 of 10,000 shares to each officer; which
expired April 1, 2000. In 1999, the Stock Option Committee granted options of
352,500 shares at $14.75 per share to key employees. Included in this grant was
50,000 shares each to Mervin D. Lung and David D. Lung, and 20,000 shares to
Keith V. Kankel.
Merlin D. Knispel
David D. Lung
Mervin D. Lung
John H. McDermott
Robert C. Timmins
Terrence D. Brennan
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mervin D. Lung is Chairman and Chief Executive Officer of the Company and
David D. Lung is President and Chief Operating Officer of the Company. Mervin D.
Lung and David D. Lung did not participate in the final decisions with respect
to their compensation. John H. McDermott is President of John H. McDermott,
P.C., a partner in the Chicago, Illinois law firm of McDermott, Will & Emery
which provides various legal services to the Company.
CERTAIN TRANSACTIONS
The Company leases a distribution warehouse and various facilities for its
manufacturing operations from Mervin D. Lung, the Company's Chairman, under an
agreement which expires September 30, 2005, with an option to renew for three
years. The agreement provides for monthly rental of $27,801, and the payment of
property taxes and insurance premiums on the property. The Company also leases
two buildings from Mr. Lung used for distribution and manufacturing, under an
agreement expiring on September 30, 2004, with an option to renew for five
years. The agreement provides for monthly rental of $25,029, and the payment of
property taxes and insurance premiums on the property. The Company also leases
two manufacturing facilities from Mr. Lung under agreements that expire on March
31, 2004 with options to renew for three years. The agreements provide for
monthly rentals of $11,149, and the payment of property taxes and insurance
premiums on the property. The Company also leases three manufacturing facilities
from Mr. Lung under agreements that expire on July 31, 2001, August 31, 2000,
and October 31, 2000 with options to renew for three years. The agreements
provide for monthly rentals of $24,183, and the payment for property taxes and
insurance premiums on the property. The Company also leases an aircraft from Mr.
Lung under an agreement that expires on June 13, 2002. The agreement provides
for monthly rentals of $24,350, and the payment of insurance premiums and
maintenance on the aircraft.
Mr. Lung owns a building supply firm which does not serve the manufactured
housing and recreational vehicle industries. The Company purchases certain
specialty items from and sells products to such firm. During the year ended
December 31, 1999, purchases from such firm totaled $85,553 and sales to such
firm totaled $81,361.
The Company believes that the terms of each of the above transactions are
at least as favorable as those which could have been obtained from unrelated
parties.
<PAGE>
ACCOUNTING INFORMATION
The Company's Certified Public Accountants for the year 1999 were McGladrey
& Pullen, LLP. The Board of Directors will vote upon the selection of auditors
for the current fiscal year at a future Board meeting. McGladrey & Pullen, LLP
is expected to have a representative at the Annual Meeting of Shareholders and
will be available to respond to appropriate questions at that time and have an
opportunity to make a statement if they desire to do so.
By Order of the Board of Directors
KEITH V. KANKEL
Secretary
April 10, 2000
<PAGE>
- --------------------------------------------------------------------------------
PROXY PROXY
PATRICK INDUSTRIES, INC.
1800 SOUTH 14TH STREET, P.O. BOX 638, ELKHART, INDIANA 46515
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mervin D. Lung and David D. Lung, and each
of them, as the undersigned's proxies, each with full power of substitution, to
represent and to vote, as designated below, all of the undersigned's Common
Stock in Patrick Industries, Inc. at the annual meeting of shareholders of
Patrick Industries, Inc. to be held on Tuesday, May 16, 2000, and at any
adjournment thereof, with the same authority as if the undersigned were
personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDERS. IF NO SPECIFIC DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS. THE DIRECTORS FAVOR A VOTE
"FOR" THE ELECTION OF DIRECTORS. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE RETURN ENVELOPE
(Continued and to be signed on reverse side.)
- --------------------------------------------------------------------------------
PATRICK INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
1. ELECTION OF DIRECTORS: For Withhold For All
Nominees: All All Except
01 David D. Lung
02 Thomas G. Baer / / / / / /
03 Merlin D. Knispel
Votes Withheld for the Nominee(s)
________________________________________
2. In their discretion, the Proxies are
authorized to vote upon such other
business as may properly come before
the meeting.
Dated:__________________ ,2000
Signature (s)______________________
___________________________________
Please sign exactly as name appears
hereon. For joint accounts, all
tenants should sign. Executors,
Administrators, Trustees, etc.,
should so indicate when signing.
-------------------------------------------------------------------------------
FOLD AND DETACH HERE
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE RETURN ENVELOPE.
